Expertise

We are the leading takeover advisers in New Zealand. Our unmatched expertise and experience mean that we are an essential contributor to successful takeover outcomes.

We advise bidders, target companies, boards, independent committees and shareholders on take-private transactions structured as takeover offers and schemes of arrangement. Our deep expertise assists our clients to successfully navigate legal complexities, tight timeframes and public and regulatory scrutiny.

One of our Directors, Nathanael Starrenburg, has been a member of the Takeovers Panel since 2016. This provides our clients with deep insight into regulatory attitudes and priorities.

We specialise in significant, complex and cross-border private mergers, acquisitions, disposals and other change of control transactions (M&A). Our expertise, embrace of innovation, and focus on outcomes ensures that we achieve results for our clients.

We have broad experience advising international and domestic strategic buyers and financial sponsors on M&A transactions. We are committed to client success and assist our clients to maximise outcomes while mitigating transaction risks. We advise on all aspects of M&A transactions, including strategy, structuring, due diligence, transaction project management, documentation preparation and negotiation, Overseas Investment Office and other regulatory consents, equity and debt financing and completion.

We have broad experience advising on private equity and other financial sponsor transactions. We understand how private equity firms like to work and proactively partner with our private equity clients to understand their investment rationale.

We regularly advise domestic and international private equity firms and other financial sponsors, as well as investee companies, co-investors, management and vendors on public and private leveraged buyouts, exits, management buyouts, ‘bolt on’ acquisitions and early stage and growth capital investments.

We have significant experience advising on equity capital raising transactions, including the structuring and public issuance of listed and unlisted equity securities, private capital raisings, and underwriting.

We regularly act for issuers, boards, independent directors, investors, lead managers and underwriters on a range of primary and secondary public offerings, including initial public offerings, placements, rights and entitlement offers, share purchase plans, employee equity schemes, and block trades.

Several of our Directors have been directly involved in the governance and regulation of equity capital markets in New Zealand, including as chair of the board of NZX, membership of the FMA establishment board, membership of the regulatory working group of the Capital Markets 2029 Taskforce and membership of the Takeovers Panel. 

Good corporate governance and strategic thinking is fundamental to business success. Corporate governance and regulatory issues are of growing concern and interest to directors, shareholders, market participants and regulators.

Many of our Directors have first-hand governance experience as current and former directors and board chairs of listed and unlisted companies, not for profit organisations and Crown agencies. Accordingly, we are uniquely positioned to provide pragmatic and insightful strategic governance advice, blending legal expertise and a knowledge of best practice corporate governance with deep real world governance expertise.

We are regularly sought out to advise boards, independent directors, board committees and other related parties on governance and strategic board level issues.

Our governance and strategic advice includes:

• Directors’ fiduciary duties 
• Best practice corporate governance, policies and procedures
• Director conflicts of interest and mechanisms to mitigate actual and perceived conflicts
• Continuous disclosure and insider trading issues
• Board and sub-committee composition
• Director liability and risk mitigation, including director indemnities and directors’ insurance
• Director disclosure obligations 
• Response to shareholder activism 
• Shareholder disputes
• Process requirements for board and shareholder meetings, including preparing for shareholder meetings

We have recognised expertise in providing critical and high stakes regulatory advice to our clients.

Our senior lawyers regularly advise on engagement with key commercial regulators and enforcement agencies in New Zealand, including the Financial Markets Authority, Takeovers Panel, NZ RegCo (NZX’s regulatory body), Commerce Commission, Overseas Investment Office, Reserve Bank of New Zealand and Serious Fraud Office.

Our expertise covers the regulations governing companies and takeovers, financial markets, banking and payments systems, consumer finance and trade practices, and data protection. We have a track record of successfully obtaining complex, innovative and novel regulatory licences, consents, waivers and exemptions for our clients. We also represent clients on their response to regulatory investigations and enforcement actions.

We provide our clients with insight into regulatory approaches and thinking. Our Directors have served as members of the Financial Markets Authority Establishment Board, the Board of NZX, the Takeovers Panel, and the regulatory working group of the joint NZX/Financial Markets Authority taskforce, Capital Markets 2029. We provide specialist legal advice to regulatory agencies such as the Takeovers Panel and NZ RegCo.

Regulatory advice provided by our senior lawyers includes:

• Advising clients on investigations and enforcement action by, and obtaining licences, exemptions and waivers from, the Financial Markets Authority, Takeovers Panel and NZ RegCo
• Advising clients on investigations by the Serious Fraud Office and the Commerce Commission 
• Obtaining Overseas Investment Office consents and waivers
• Supporting established and new financial services clients (including fintechs) on engagement with regulatory agencies including the Reserve Bank of New Zealand 
• Advising clients on regulatory change projects and submissions on proposed legislative reform
• Working with clients operating in regulated sectors on the compliance aspects of significant product development projects and commercial transactions (including partnerships and joint ventures) 

We have broad experience advising borrowers, lenders, private funds and corporate trustees on a range of debt financing, including advising corporate clients on their banking facilities and private equity firms and other financial sponsors on leveraged and acquisition finance.  

We assist our clients with structured finance (including securitisation), convertible debt, wholesale and the public offers of debt securities, and debt restructuring. We have significant expertise in advising on the financing and refinancing of private aircraft.

We also regularly advise leading international and domestic asset managers, placement agents, investment banks, private funds, fintechs and other financial institutions on New Zealand’s financial services and financial markets regimes.